SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): April 12, 2002
A. O. Smith Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-475 39-0619790
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
P.O. Box 245008, Milwaukee, Wisconsin 53224-9508
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(Address of principal executive offices, including zip code)
(414) 359-4000
(Registrant's telephone number)
Item 5. Other Events.
On April 12, 2002, A. O. Smith Corporation (the "Company") issued a
press release announcing the Company's results for the quarter ended March 31,
2002 and its earnings outlook for 2002. A copy of the Company's press release is
attached as Exhibit 99 to this Current Report on Form 8-K (this "Current
Report") and is incorporated by reference herein.
This Current Report (including the exhibit hereto) contains statements
that the Company believes are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical facts, including statements regarding the Company's
future financial position, business strategy, budgets, projected sales, costs
and earnings, and plans and objectives for future operations, are
forward-looking statements. Forward-looking statements generally can be
identified by the use of forward-looking words such as "may," "will," "expect,"
"intend," "estimate," "anticipate," "believe" or "continue" or words of similar
meaning. These forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those anticipated as
of the date of this prospectus. Factors that could cause such a variance
include, but are not limited to:
o instability in the Company's electrical products and water
systems markets;
o the Company's inability to timely and properly integrate its
acquisition of State Industries, Inc.;
o the Company's inability to implement cost-reduction programs;
o adverse changes in general economic conditions; and
o competitive pressures on the Company's businesses.
Shareholders, potential investors, and other readers are urged to
consider these factors in evaluating the forward-looking statements and are
cautioned not to place undue reliance on such forward-looking statements. The
forward-looking statements included in this Current Report (including the
exhibit hereto) are made only as of April 12, 2002, and the Company undertakes
no obligation to update publicly such forward-looking statements to reflect
subsequent events or circumstances.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is being filed herewith:
(99) Press Release of A. O. Smith Corporation, dated April
12, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
A. O. SMITH CORPORATION
Date: April 12, 2002 By: /s/ Kenneth W. Krueger
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Kenneth W. Krueger
Senior Vice President and Chief
Financial Officer
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A. O. SMITH CORPORATION
Exhibit Index to Current Report on Form 8-K
Dated April 12, 2002
Exhibit
Number
Description
(99) Press Release of A. O. Smith Corporation, dated April 12, 2002.
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